District of Columbia § 29-306.05 Terms of directors generally.

District of Columbia Statutes

§ 29-306.05 — Terms of directors generally.

District of Columbia § 29-306.05

JurisdictionDistrict of Columbia

Title 29Business Organizations. [Enacted title]

Ch. 3Business Corporations.

Subch. VIDirectors and Officers.

Part ABoard of Directors.

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Bluebook

D.C. Code § 29-306.05 (2026).

Text

(a)The terms of the initial directors of a corporation expire at the 1st shareholders’ meeting at which directors are elected.

(b)The terms of all other directors shall expire at the next, or if their terms are staggered in accordance with § 29-306.06 , at the applicable 2nd or 3rd, annual shareholders’ meeting following their election, except to the extent:

(1)Provided in § 29-308.22 if a bylaw electing to be governed by that section is in effect; or

(2)A shorter term is specified in the articles of incorporation in the event of a director nominee failing to receive a specified vote for election.

(c)A decrease in the number of directors shall not shorten an incumbent director’s term.

(d)The term of a director elected to fill a vacancy shall expire at the next shareholders’

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(a) The terms of the initial directors of a corporation expire at the 1st shareholders’ meeting at which directors are elected.

(b) The terms of all other directors shall expire at the next, or if their terms are staggered in accordance with § 29-306.06 , at the applicable 2nd or 3rd, annual shareholders’ meeting following their election, except to the extent:

(1) Provided in § 29-308.22 if a bylaw electing to be governed by that section is in effect; or

(2) A shorter term is specified in the articles of incorporation in the event of a director nominee failing to receive a specified vote for election.

(c) A decrease in the number of directors shall not shorten an incumbent director’s term.

(d) The term of a director elected to fill a vacancy shall expire at the next shareholders’ meeting at which directors are elected.

(e) Except to the extent otherwise provided in the articles of incorporation or under § 29-308.22 , if a bylaw electing to be governed by that section is in effect, despite the expiration of a director’s term, the director shall continue to serve until the director’s successor is elected and qualifies or there is a decrease in the number of directors.